Over the past dozen years numerous overseas based businesses with dominant shareholders have become quoted on the London Stock Exchange, prominent examples of which have joined the ‘blue chip’ FTSE 100 stock market index. While this trend has generated concerns about the ‘undermining’ of UK corporate governance and has fostered reform proposals by the Financial Services Authority (FSA) it has thus far escaped academic attention. This article explains why companies with dominant shareholders have been migrating to London and discusses the (...) policy implications. In so doing it shows that the FSA’s proposals mostly cover familiar ground rather than being innovative but maintains that the case for radical reform has in fact not yet been made out. (shrink)

Company Law: Theory, Structure and Operation is the first United Kingdom law text to use economic theory to provide insights into corporate law, an approach widely adopted in the United States. In this book, Brian Cheffins discusses the inner workings of companies, examines the impact of the legal system on corporate activities, and evaluates the merits of governmental regulatory strategies. The book covers core areas of the undergraduate company law syllabus in a stimulating and theoretically enlightening fashion and addresses important (...) company law topics such as: * limited liability of shareholders * shareholders' remedies * corporate governance * executive pay * the role of self-regulation in United Kingdom securities markets * the impact of European Union Directives on company law in the UK Brian Cheffins also examines in detail a number of questions which have not been fully explored elsewhere. These include: * What are the justifications for legal regulation of company affairs? * What are the drawbacks associated with government intervention? * How can one ascertain the optimal format for company law rules? (shrink)

In the field of comparative corporate governance, a thesis that is currently influential is that the ‘law matters’. The thinking is that laws which allow investors to feel confident about owning a tiny percentage of shares in a firm constitute the crucial ‘bedrock’ that underpins a US‐style economy where widely held public companies dominate. The paper outlines the normative implications which the ‘law matters’ thesis has for countries where diffuse share ownership is not the norm. It also draws upon the (...) historical experience in the US and the UK to cast doubt on whether law is as pivotal as the thesis implies. Finally, the paper considers the dynamics that are likely to affect the pace of legislative change when reforms designed to foster the confidence of minority shareholders are on the agenda. (shrink)

This Article discusses why a “corporate governance movement” that commenced in the United States in the 1970s became an entrenched feature of American capitalism and describes how the chronology differed in a potentially crucial way for banks. The Article explains corporate governance’s emergence and staying power by reference to changing market conditions and a deregulation trend that provided executives with unprecedented managerial discretion as the twentieth century drew to a close. With banking the historical pattern paralleled general trends in large (...) measure. Still, while the “imperial” CEO who achieved prominence in the 1980s became outmoded for the most part after corporate scandals at the start of the 2000s, this was not the case with large financial companies. The continued boldness of “star” CEOs in the financial services industry plausibly contributed to the market turmoil of 2008, but the financial crisis emphatically ended the corporate governance “free pass” banks had enjoyed. (shrink)